statement on risk management and internal control OTHER KEY INTERNAL CONTROL MECHANISMS The Group manages its risks by implemenঞng various internal control mechanisms. The key elements of the internal control systems are as described below:- • Matrix Group’s core values set the tone and help nurture a conducive culture of accountability, transparency, integrity, which begin at the top and are cascaded across the organisaঞon. This provides a shared belief system that governs corporate conduct and helps to develop an environment that supports good corporate governance. • Clearly defined terms of reference, authorities and responsibiliঞes of the various commiees which include the Audit Commiee, Risk Management Commiee, Nominaঞon Commiee, Remuneraঞon Commiee and Sustainability Commiee. • Well defined organisaঞonal structure with clear lines for the segregaঞon of duঞes, accountability and the delegaঞon of responsibiliঞes to Senior Management and the respecঞve division heads including appropriate authority limits to ensure accountability and approval responsibility. • Budgets are prepared annually for the Business/Operaঞng units and approved by the Board. The budgets include operaঞonal, financial and capital expenditure requirements and performance monitored on a monthly basis and the business objecঞves and plans are reviewed in the regular management meeঞngs aended by division and business unit heads. The Group Execuঞve Director meets regularly with Senior Management to consider the Group’s financial performance, business iniঞaঞves and other management and corporate maers. • There are regular Board meeঞngs, at least five (5) ঞmes conducted annually and Board Papers are distributed in advance to all Board members who are enঞtled to receive and access all necessary and relevant informaঞon. For the FY2025, a total of six (6) Board meeঞngs were held. Decisions of the Board are only made a[er the required informaঞon is made available and deliberated on by the Board. The Board maintains complete and effecঞve control over the strategies and direcঞons of the Group. • The Board is supported by a qualified and competent Group Company Secretary. The Group Company Secretary plays an advisory role to the Board, parঞcularly on maers relaঞng to compliance with the Main Market Lisঞng Requirements, the Companies Act 2016 and other relevant laws and regulaঞons. • The Audit Commiee reviews the effecঞveness of the Group’s system of internal control on behalf of the Board. The Audit Commiee comprises enঞrely Non-Execuঞve members of the Board, who are Independent Directors. The Audit Commiee is not restricted in any way in the conduct of its duঞes and has unrestricted access to the internal and external auditors of the Company and to all employees of the Group. The Audit Commiee is also enঞtled to seek such other third party independent professional advice deemed necessary in the performance of its responsibility. • Review by the Audit Commiee of internal control issues idenঞfied by the external and internal auditors and acঞons taken by Management in respect of the findings. The Internal Audit Funcঞon reports directly to the Audit Commiee. All findings are communicated to the Management and the Audit Commiee with recommendaঞons for improvements and are followed up to confirm that all agreed recommendaঞons are implemented. The Internal Audit Plan is structured on risk based approach and is reviewed and approved by the Audit Commiee. • Review of all proposals for material capital and investment opportuniঞes by the Management Commiee and approval for the same by the Board prior to expenditure being commied. • For joint ventures undertaken by the Group, the management of the joint ventures, comprising representaঞves from both the Group and other joint venture partners, are responsible for overseeing the administraঞon, operaঞons and performance of the ventures. The management team regularly provides financial and operaঞonal reports to the Company as part of ongoing updates and reporঞng. • There are sufficient reports generated in respect of the business and operaঞng units to enable proper review of the operaঞonal, financial and regulatory environment. Management Accounts are prepared ঞmely and on a quarterly basis and are reviewed by the Group Execuঞve Director and Senior Management. • The professionalism and competency of staff are enhanced through trainings and development programmes. A performance management system is in place with established key performance indicators to measure and review staff performance on an annual basis. • In the course of conducঞng annual statutory audit, the External Auditors will highlight any significant audit, accounঞng and internal control maers which require aenঞon of the Board, Audit Commiee and Risk Management Commiee. At least once a year, the Audit Commiee and Risk Management Commiee shall meet with the External Auditors without the Execuঞve Directors and Management being present. This year, the Audit Commiee had communicated and met with the External Auditors on 25 June 2025 without the Execuঞve Directors and Management being present to discuss and highlight on any significant audit issues which require aenঞon. MATRIX CONCEPTS HOLDINGS BERHAD INTEGRATED ANNUAL REPORT 2025 136 06 OUR GOVERNANCE
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